Memorandum And Articles Of Association Of A Tourism Company Template for Philippines

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Key Requirements PROMPT example:

Memorandum And Articles Of Association Of A Tourism Company

"I need a Memorandum and Articles of Association of a Tourism Company for my new eco-tourism venture in Palawan, Philippines, focusing on sustainable tourism practices and local community involvement, with initial capital of 5 million pesos and provisions for future expansion into additional island locations by March 2025."

Document background
The Memorandum and Articles of Association of a Tourism Company is a mandatory corporate document required under Philippine law when establishing a tourism-focused business entity. This document must be filed with the Securities and Exchange Commission and comply with both the Revised Corporation Code and the Tourism Act of 2009. It serves as the fundamental constitution of the company, outlining everything from basic corporate identity to detailed operational procedures. The document is particularly important in the tourism sector as it must address specific requirements for tourism operations, including licensing, environmental compliance, and service standards. It's typically prepared during the company's formation but may need amendments as the business evolves or regulations change. The document must also consider foreign ownership restrictions if applicable, and include provisions for tourism-specific activities like tour operations, accommodation services, or travel agency functions.
Suggested Sections

1. Name and Registered Office: States the company name, registered office address, and principal place of business

2. Corporate Purpose and Primary Objectives: Detailed description of tourism-related business activities and scope of operations

3. Capital Structure: Details of authorized capital stock, par value, share classes, and subscription requirements

4. Board of Directors: Composition, qualifications, powers, duties, and meeting procedures of the board

5. Shareholders: Rights, responsibilities, and voting powers of shareholders, including meeting procedures

6. Officers: Roles, responsibilities, and powers of corporate officers

7. Fiscal Year and Dividends: Financial year definition and dividend distribution policies

8. Corporate Seal: Description and rules for use of the corporate seal

9. Amendments: Procedures for amending the memorandum and articles of association

10. Dissolution: Procedures and conditions for corporate dissolution

Optional Sections

1. Foreign Ownership Provisions: Required when foreign investors are involved, detailing compliance with Philippine foreign ownership restrictions

2. Special Tourism Services: Needed when offering specific tourism services like tour operations, hotel management, or travel agency services

3. Branch Offices: Include when planning to establish multiple locations or branches

4. Environmental Compliance: Required for tourism operations in environmentally sensitive areas

5. Joint Venture Provisions: Include when establishing partnerships with other tourism entities

6. Intellectual Property: Required when the company has specific branding or proprietary tourism products

Suggested Schedules

1. Schedule A: Initial Subscribers: List of founding shareholders with their respective share subscriptions

2. Schedule B: Asset Schedule: Details of initial company assets, including tourism facilities and equipment

3. Schedule C: Tourism Licenses: List of required tourism-related licenses and permits

4. Schedule D: Board Resolutions: Initial board resolutions adopted at incorporation

5. Schedule E: Shareholder Agreements: Special agreements between shareholders, if any

6. Appendix 1: Forms: Standard forms for share certificates, proxy forms, and other corporate documents

7. Appendix 2: Corporate Governance Manual: Detailed procedures for corporate governance and compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Tourism

Hospitality

Travel Services

Transportation

Real Estate

Events Management

Food and Beverage

Entertainment

Cultural Services

Adventure Tourism

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Operations

Risk Management

Corporate Affairs

Business Development

Tourism Operations

Administrative

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Tourism Operations Director

Board Director

Company President

Corporate Governance Officer

Risk Management Officer

Shareholder Relations Manager

Business Development Director

Tourism License Officer

Corporate Planning Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary legislation governing the establishment, organization, and regulation of private corporations in the Philippines. It provides requirements for incorporation, corporate structure, and governance.
Tourism Act of 2009 (Republic Act No. 9593): Specific legislation for tourism enterprises, including licensing requirements, standards for tourism operations, and regulatory framework for tourism-related businesses.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investment and ownership in Philippine businesses, including restrictions and requirements for foreign participation in tourism enterprises.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, relevant for tourism services and customer relations.
National Internal Revenue Code: Governs taxation requirements and obligations for corporations, including tourism enterprises.
Labor Code of the Philippines: Regulates employment relationships, labor standards, and worker protection that must be considered in company operations.
Environmental Impact Statement System (Presidential Decree No. 1586): Mandates environmental compliance particularly relevant for tourism operations that may impact natural resources.
Anti-Money Laundering Act (Republic Act No. 9160): Compliance requirements for financial transactions and reporting, particularly relevant for tourism businesses handling significant cash flows.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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